Filed pursuant to Rule 424(b)(3)
File Number 333-150500
COOPER-STANDARD AUTOMOTIVE INC.
Supplement No. 5 to market-making prospectus dated April 9, 2009, as supplemented on May 21, 2009 (Supplement No. 1 and No. 2), May 22,
2009 (Supplement No. 3) and June 16, 2009 (Supplement No. 4)
The date of this supplement is June 17, 2009
On June 17, 2009, Cooper-Standard Hold ings Inc. filed the attached Current Report on Form 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) – Jul y 15, 2009
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 333-123708 20-1945088
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
39550 Orchard Hill Place Dri ve, Novi , Michigan 48375
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, includi ng area code (248) 596-5900
Check the appropriate bo x below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (See General Instruction A.2 below):
Written communicat ions pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Solicit ing material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
Pre-co mmencement co mmunicat ions pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b ))
Pre-co mmencement co mmunicat ions pursuant to Rule 13e -4(c) under the Exchange Act (17 CFR 240.13e-4c))
Item 1.01. Entry into a Material Definiti ve Agreement.
Limited Waiver under Credit Agreement
On July 15, 2009, Cooper-Standard Holdings Inc., a Delaware corporation (the “Co mpany”), Cooper-Standard Automotive Inc., an Oh io
corporation (the “U.S. Borro wer”), Cooper-Standard Automotive Canada Limited, a corporation organized under the laws of Ontario (the
“Canadian Borrower”), Cooper-Standard Automotive International Ho ldings B.V. (f/ k/a Steffens Beheer BV), a corporation organized under
the laws of the Netherlands (the “Dutch Borrower” and, together with the U.S. Borrower and the Canadian Borrower, the “Borrowers”),
entered into a Limited Waiver (the “Limited Waiver”) with various lenders and Deutsche Bank Trust Co mpany Americas, as administrative
agent (in such capacity the “Agent”), under that certain Credit Agreement, dated as of December 23, 2004 (as amended fro m t ime to time, the
“Cred it Agreement”), among the Co mpany, the Borrowers, the lenders party thereto (the “Senior Lenders”), the Agent, Leh man Co mmercial
Paper Inc., as syndication agent, and Gold man Sachs Credit Partners, L.P., UBS Securities LLC and The Bank of Nova Scotia, as
Under the Limited Waiver, the Senior Lenders agreed to waive, fo r the period co mmencing on the date of the agreement and ending on
the Termination Date (as defined below) (the “Waiver Period”), certain defaults and events of default resulting direct ly fro m (i) the U.S.
Borro wer’s failure to pay interest when due on June 15, 2009 on its 7% Senior Notes due 2012 (the “Senior Notes”) and its 8 / 8 % Sen ior
Subordinated Notes due 2014 (the “Senior Subordinated Notes” and together with the Senior Notes, the “Notes”) and the expiration of the
respective grace periods applicable under the Indentures (as defined below) governing the Notes (the “Interest Payment Failure ”) and (ii) any
termination of swap agreements as a result of the Interest Payment Failure (the “Swap Terminations” and collectively with the Interest Payment
Failure, the “Specified Defaults”). Without the limited waiver the cross -default and cross-acceleration provisions of the Credit Agreement
would have been triggered by the Specified Defau lts and other provisions under the Credit Agreement would have restricted cer tain ordinary
course operations of the Borrowers and their subsidiaries.
The Waiver Period terminates upon the occurrence of any of the following: (i) August 14, 2009, unless lenders holding a majority of the
outstanding loans and/or commit ments under the Credit Agreement do not provide a notice of continuation by 5:00 p.m. on July 27, 2009, in
which case the Waiver Period will terminate on July 28, 2009, (ii) the occurrence of an event of default under the Credit Agreement other than
those waived by the Limited Waiver or (iii) the exercise, or the attempted exercise, of a right of collection or enforcement with respect to the
Senior Notes or Senior Subordinated Notes by any holder of more than 1% o f the outstanding aggregate amount of the Senior Notes or Senior
Subordinated Notes, respectively, or by any trustee or agent thereof.
Noteholders Forbearance Agreements
Additionally, on July 15, 2009 the U.S. Borrower and the Co mpany entered into (i) Senior Notes Forbearance Agreements (the “Senior
Notes Forbearance Agreements ”) among the U.S. Borrower, the guarantors of the Senior Notes and holders of more than 75% t he a ggregate
principal amount of the outstanding Senior Notes, in connection with the Indenture, dated as of December 23, 2004 (as supplemented fro m time
to time, the “Senior Notes Indenture”), among the U.S. Borrower, the guarantors party thereto and Wilmingt on Trust Co mpany, as trustee (the
“Trustee”), relating to the Senior Notes and (ii) a Senior Subordinated Notes Forbearance Agreement (the “Senior Subordinated Notes
Forbearance Agreement” and together with the Senior Notes Forbearance Agreements, the “Forbearance Agreements”) among the U.S.
Borro wer, the guarantors of the Senior Subordinated Notes and holders of a majority of the aggregate principal amount of the outstanding
Senior Subordinated Notes, in connection with the Indenture, dated as of December 23, 2004 (as supplemented fro m t ime to time, the “Senior
Subordinated Notes Indenture” and together with the Senior Notes Indenture, the “Indentures”), among the U.S. Borrower, the guarantors party
thereto and the Trustee, relating to the Senior Subordinated Notes.
Each of the Fo rbearance Agreements provides that prior to the applicable Cutoff Date (as defined below), each of the holders party
thereto agrees not to exercise or seek to exercise, alone or in concert, any remedies under t he applicable Indenture with respect to the Specified
Defaults and to instruct the Trustee to forbear fro m exercising any such remed ies. Such holders also agreed not to transfer t heir Notes unless
the transferee executes an agreement containing provisions substantially similar to the applicab le Forbearance Agreement, subject to certain
The Forbearance Agreements terminate upon the earliest to occur of August 14, 2009 and the first date on which (i) (x) in the case of the
Senior Notes Forbearance Agreements, holders of 25% of the aggregate principal amount of the outstanding Senior Notes have the right
(without breaching the Senior Notes Forbearance Agreements) to accelerate (or instruct the Trustee to accelerate) the indebte dness under the
Senior Notes and (y) in the case of the Senior Subordinated Notes Forbearance Agreement, holders of 25% of the aggregate principal amount
of the outstanding Senior Subordinated Notes (without breaching the Senior Subordinated Notes Forbearance Agreement) acceler ate (or
instruct the Trustee to accelerate) the indebtedness under the Senior Subordinated Notes; (ii) (x) in the case of the Senior Notes Forbearance
Agreements, holders of 25% of the aggregate principal amount of the outstanding Senior Subordinated Notes accelerate (or instruct the Trustee
to accelerate) the indebtedness under the Senior Subordinated Notes and (y) in the case of the Senior Subordinated Notes Forbearance
Agreement, holders of 25% of the aggregate principal amount of the outstanding Senior Notes have the right (without breaching the Senior
Notes Forbearance Agreements) to accelerate (or instruct the Trustee to accelerate) the indebtedness under the Senior Notes; (iii) the requisite
lenders under the Credit Agreement have the right (without b reaching the Limited Waiver) to accelerate (or instruct the agent to accelerate) the
indebtedness under the Credit Agreement; and (iv) a breach of certain provisions of the applicable Forbearance Agreement (the earliest to occur
being referred to herein as the “Cutoff Date”).
The Senior Notes Forbearance agreements also contain covenants restricting the incurrence of liens and dividends by the U.S. Borro wer
and the guarantors party thereto.
Item 8.01. Other Events.
On July 15, 2009, the Co mpany issued a press release announcing its entry into the foregoing agreements. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 9.01 Financi al Statements and Exhi bits.
(d) Exh ib its
Number Exhibit Description
99.1 Press release, dated July 15, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, the Reg istrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER-STANDARD HOLDINGS INC.
/s/ Timothy W. Hefferon
Timothy W. Hefferon
Dated: July 17, 2009
Number Exhibit Description
99.1 Press release, dated July 15, 2009
Exhi bit 99.1
Contacts: Sharon S. Wenzl
Cooper -Standard Automoti ve
COOPER-STANDARD AUTOMOTIVE ANNOUNCES THAT IT HAS OB TAINED WAIVER AND
FORB EARANCE AGREEMENTS FROM LENDERS AND NOTEHOLDERS
Talks with Stakeholders Continue
NOVI, Mich. - July 15, 2009 - Cooper-Standard Ho ldings Inc. (“Cooper-Standard”), parent co mpany of Cooper-Standard Automotive Inc.
(the “Co mpany”), announced today that it has secured a limited waiver agreement with lenders under its senior credit agreement and
forbearance agreements with holders of its 7% senior notes due 2012 and 8 / 8 % senior subordinated notes due 2014. The Co mpany said it
intends to continue discussions with its senior lenders and noteholders through the applicable waiver and forbearance periods to facilitate a
restructuring of the Co mpany’s balance sheet. The Co mpany’s businesses will continue to operate normally during this process.
Under the limited waiver agreement, the lenders under the Company’s senior credit agreement have agreed to waive through August 14, 2009
certain events of default under the senior credit agreement, including the Co mpany ’s non-payment of the interest payments due on the notes on
June 15, 2009 within the applicable 30-day grace period. The waiver period will exp ire on July 28, 2009 in the event the lenders under the
senior credit agreement do not provide a notice of continuation by July 27, 2009.
Under the forbearance agreements, holders of mo re than 75% of the senior notes and holders of a majority of the senior subordinated notes
agreed that through August 14, 2009 they will not exercise their rights and remedies under the indentures governing the notes relating to the
Co mpany’s non-payment of the June 15th interest payments.
“We appreciate the extended time and support from our lenders,” said James S. McElya, Chairman and Chief Execut ive Officer of
Cooper-Standard. “These agreements are a positive step in the process that we believe will result in an imp roved balance sheet that is more in
line with today’s new automotive market.”
Additional details about the Company’s senior credit agreement, senior notes and senior subordinated notes are available in the company ’s
annual report on Form 10-K for the year ended December 31, 2008 filed with the Securit ies and Exchange Co mmission.
About Cooper -Standard Automoti ve
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is a leading global auto motive supplier specializing in the manufactu re and
market ing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH
control systems, which are represented within the company’s two operating divisions: North A merica and International. Cooper-Standard
Automotive emp loys approximately 16,000 people globally with more than 70 facilit ies throughout the world. For mo re information, visit the
company’s Web site at: www.cooperstandard.com .
Cooper-Standard is a privately-held portfolio co mpany of The Cypress Group and Gold man Sachs Capital Partners Funds.
The Cypress Group is a New Yo rk-based private equity investment firm founded in 1994. Since its format ion, Cypress has invested more than
$3.5 billion of cap ital within its two funds. Cypress has an extensive track record of making growth -oriented investments in targeted industry
sectors and building equity value alongside proven management teams.
Go ld man Sachs is one of the world’s largest private equity and mezzanine investors, having invested approximately US$66 b illion in over 750
companies globally since 1986 and manages a diverse global portfolio of co mpanies wit h 120 investment professionals active in the firm’s
New York, London, Hong Kong, Tokyo, San Francisco and Mumbai offices. GS Cap ital Partners is the private equity vehicle t hrou gh which
The Gold man Sachs Group, Inc. conducts its large privately negotiated corporate equity investment activities. For mo re information, please
visit www.gs.com/ pi a .
This news release includes forward-looking statements, reflecting current analysis and expectations, based on what are believed to be
reasonable assumptions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors, which may cause
the actual results to differ materially fro m those projected, stated or implied, depending on many factors, including, withou t limitation: the
company’s substantial leverage; limitations on flexibility in operating business contained in the company ’s debt agreements; the company’s
dependence on the automotive industry; availability and cost of raw materials; the company ’s dependence on certain major customers;
competition in the industry; sovereign and other risks related to the company conducting operations outside the United States ; the uncertainty
of the company’s ability to achieve expected cost reduction savings; the company ’s exposure to product liability and warranty claims; labor
conditions; the company’s vulnerability to rising interest rates; the company’s ability to meet customers’ needs for new and improved products
in a timely manner; the company’s ability to attract and retain key personnel; potential conflicts of interests between owners and the company;
the company’s recent status as a stand-alone company; the company’s legal rights to its intellectual property portfolio; the company ’s
underfunded pension plans; environmental and other reg ulations; and the possibility that the company’s acquisition strategy will not be
successful. There may be other factors that may cause the company ’s actual results to differ materially fro m the fo rward-lookin g statement.
Accordingly, there can be no assurance that Cooper-Standard Automotive will meet future results, performance or achievements expressed or
implied by such forward-looking statements. This paragraph is included to provide safe harbor for forward -looking statements, which are not
generally required to be publicly revised as circu mstances change, and which Cooper-Standard Automotive does not intend to update.